corporate governance report 2018 - zain bahrain v4.pdfpage 3 of 18 2. board function, structure,...

BSC Bahrain Zain

Governance Corporate

2018 Report

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Overview

As a listed company on the Bahrain Bourse, Zain Bahrain BSC (“Zain Bahrain” or

“Company”) is committed to undertake global leading practices in corporate governance and

in compliance with laws and regulatory requirements. The purpose of implementing the

corporate governance framework is to protect the rights of all shareholders and stakeholders, and to ensure compliance with applicable laws and regulations. The Company’s commitment

to achieving the highest standards of corporate governance is reflected by its approach in

embracing the governance principles outlined by the Central Bank of Bahrain (“CBB”) and

the Ministry of Industry, Commerce and Tourism (“MOICT”).

In accordance with the Company’s Corporate Governance guidelines, Zain Bahrain is in compliance with the CBB High Level Controls (“CBB Module”) and the MOICT Corporate

Governance Code (“CG Code”) with the exception of the following:

• Shaikh Ahmed Bin Ali Al Khalifa was appointed by the Board of Directors as the Chairman of the Board. The CBB Module and the CG Code recommend that the

Chairman should be an independent and non-executive Director and that he is not the

Company’s CEO. The Chairman is not Zain Bahrain’s CEO, however as he owns

16.10% of the Company’s shares, he is not considered an independent Director. The Board has reviewed this recommendation and does not believe its non-compliance

will affect the balance of power and greater capacity of the Board for its independent

decision making.

• The CBB Module and the CG Code states that the Audit Committee and the Nomination and Remuneration Committee should each have a majority of

independent Directors and that each Committees’ chairman is an independent

Director. Zain Bahrain’s Board Audit Committee (“BAC”) and Nomination and

Remuneration Committee (“NRC”) have a majority of independent Directors and where the chair of NRC is an independent Director in line with the CBB Module and

the CG Code requirement however the chair of the BAC is a non-independent

member. The Board has accomplished several reorganizations in recent years to enhance its corporate governance framework and have taken into consideration the

most beneficial balance between best practice corporate governance and its reliance

on the expertise of Mobile Telecommunications Company K.S.C.P (“MTC”).

1. Ownership Structure

1.1 Ownership Structure by Nationality

The table and illustration shows the distribution of ownership of Zain Bahrain shares by

nationality:

Nationality Number of Shares % of shares held

Bahrain 161,951,483 44%

GCC 203,773,633 55.4%

Others 2,274,884 0.6%

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1.2 Ownership Structure by Size

The table and illustration show the distribution of ownership of Zain Bahrain shares by size

(5% and above):

Owner Number of Shares % of shares held

Mobile Telecommunications Company K.S.C.

(MTC)

201,600,000 54.78%

Shaikh Ahmed Bin Ali Al Khalifa 59,260,000 16.10%

Gulf International Bank B.S.C. (c) 31,154,997 8.47%

Others (below 5%) 75,985,003 20.65%

1.3 Ownership Structure by Category

The table below shows the ownership distribution of Zain Bahrain’s shares by government

entities, Directors and executive management:

Government Entities Number of

Shares

% of shares

held

Minors Estate Directorate 2,400,000 0.65%

Social Insurance Organisation (Pension) – Civil 7,500,000 2.04%

Social Insurance Organisation (Pension) – Military 7,500,000 2.04%

Directors

As of 31 of December 2018

Form of Ownership Number of

Shares

% of shares held

Shaikh Ahmed Bin Ali Al Khalifa Individual Shareholding 59,260,000 16.10%

Shaikh Rashid Bin Abdulrahman Al

Khalifa

Corporate shareholding via AlBait

Furnishing BSC (Closed)

1,200,000 0.32%

Mr. Ali Hasan Al-Khaja Corporate Shareholding via OnAir

Commerce WLL

1,440,000 0.39%

Mr. Bader Nasser Al-Kharafi Corporate Shareholding via MTC 201,600,000 54.78%

Mr. Ahmed Tahous Al-Tahous

Mr. Saud Ahmed Al-Nahari

Mr. Yousef Khaled Al-Abdulrrazaq

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2. Board Function, Structure, Members and Management

2.1 Function

The Company is managed by its Board of Directors which has the ultimate responsibility for the overall conduct of the Company’s business. The primary responsibility of the Board is to

provide effective oversight over the Company’s affairs for the benefit of its shareholders and

to balance the interests of its stakeholders.

The Board has a fiduciary duty of care and loyalty to the Company and its shareholders and is

accountable to them for the proper conduct of the business.

2. Structure

The shareholders have approved the appointment of the following members for the

forthcoming three-year term on the Annual General Meeting (“AGM”) held in 28th March 2018:

• Sh. Ahmed bin Ali Al Khalifa

• Sh. Rashid bin Abdulrahman Al Khalifa

• Mr. Mohannad Mohammed Al-Kharafi

• Mr. Bader Nasser Al-Kharafi

• Mr. Ahmed Tahous Al-Tahous

• Mr. Talal Jassem Al-Kharafi

• Mr. Ali Hasan Al-Khaja

On 27 November 2018, MTC replaced its appointed members in Zain Bahrain’s Board. Previous members and newly appointed members are shown in the below table:

Previous Members Newly Appointed Members

Mr. Mohannad Mohammed Al-Kharafi Mr. Martial Caratti

Mr. Talal Jassem Al-Kharafi Mr. Yousef Khaled Al-Abdulrrazaq

As Mr. Mohannad Al-Kharafi assumed the Vice Chairman role, the Board is required to elect its new Vice Chairman in its forthcoming meeting.

On 18 December 2018, another reappointment was assumed by MTC for the following

members:

Previous Member Newly Appointed Member

Mr. Martial Caratti Mr. Saud Ahmed Al-Nahari

Zain Bahrain currently has two Independent Directors. Shaikh Rashid Bin AbdulRahman Al

Khalifa and Mr. Ali Hasan Al-Khaja represent the Independent Directors of Zain Bahrain as

defined in the CBB Module and CG Code. The Chairman of the Board is Shaikh Ahmed Bin Ali Al Khalifa.

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Detailed information on the Directors, including directorships of other Board, position, qualification and experience is presented in Appendix 1.

2.3 Number and Names of Independent Members

Please refer to section 2.7.

2.4 Board Term

The Board was re-elected/ re-appointed by the shareholders in the AGM held on 28th March

2018 for a term of three (3) years.

2.5 New Directors’ Orientation and Education

In accordance with the CBB Module, CG Code and Company’s Board Charter, the Chairman

of the Board ensures that any new Director receives a formal and tailored induction to ensure his/ her contribution to the Board from the beginning of his/ her term. Details of new

Directors’ orientation are set out in the Company’s Board Charter.

2.6 Election/ Appointment and Termination Process of Directors

2.6.1 Election / Appointment

Directors are elected/ appointed by the shareholders in shareholders’ meetings. The Board is appointed for a period of three years on a renewable basis as specified in the Company’s

Article of Association. At the request of the Board, the MOICT may extend the membership

term of a Director for no more than six months at which time he/ she is subject to re-election.

2.6.2 Director’s Appointment Letters

In accordance with the CBB Module and the CG Code, each Director has signed a Director’s

appointment letter, which sets out such Directors’ duties, responsibilities and the terms and

conditions of such directorship.

2.6.3 Termination Process

Termination of directorship can take effect in the cases set out below as specified in the

Commercial Companies Law and in the Company’s Board Charter:

• If a Director does not have the appropriate legal qualifications or has been

sentenced for an act, a fraud or a crime affecting his/her honour or integrity;

• If a Director is appointed or elected in a manner contrary to the provisions of the

law;

• If a Director abuses his/her membership to carry on a competitive business to the

Company or causes damages to the Company;

• If the shareholder appointing the member removes him/her; or

• The General Assembly may also dismiss all or some of the Board members in

accordance with Article 178 of the Commercial Companies Law of Bahrain.

2.7 Board Meetings’ Dates and Attendance

The members of the Board have met four times during the year 2018 on the following dates:

5 February 2018

9 May 2018

29 July 2018

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6 November 2018

The record of all members, their terms and attendance is set out below:

Director’s Name Board Position Status of Director Meetings

Attended

Shaikh Ahmed Bin Ali Al

Khalifa

Chairman Non-Executive/ Non-

Independent

Four

Shaikh Rashid Bin

AbdulRahman Al Khalifa

Member Non-Executive/ Independent Four

Mr. Bader Nasser Al-Kharafi Member Executive/ Non-Independent Four

Mr. Ahmed Tahous Al-

Tahous

Member

Non-Executive/ Non-

Independent

Four

Mr. Saud Ahmed Al-Nahari Member (From

18 December

2018)

Non-Executive/ Non-

Independent

-

Mr. Yousef Khaled Al-

Abdulrrazaq

Member (From

27 November 2018)

Non-Executive/ Non-

Independent

-

Mr. Ali Hassan Al-Khaja Member Non-Executive/ Independent Four

Mr. Mohannad Mohammed

Al-Kharafi

Vice Chairman

(Up to 27

November 2018)

Non-Executive/ Non-

Independent

Four

Mr. Talal Jassem Al-Kharafi Member (Up to

27 November 2018)

Non-Executive/ Non-

Independent

Four

Mr. Martial Caratti Member (From

27 November

2018 to 18 December 2018)

Non-Executive/ Non-

Independent

-

2.8 Remuneration Policy for Directors

The Company’s remuneration policy for Directors ensures that the Board is reasonably compensated for the time, resources, and effort spent in performing their fiduciary duties. The

Board’s remuneration, which is approved annually by the shareholders at the AGM, includes

an annual stipend and allowance for out-of-pocket-expenses. For the year ending 31st

December 2018, a total of BHD 223,612 was recommended by the Board.

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2.9 List of Executive Management and Profile of Each

Mr. Scott Gegenheimer, Chief Executive Officer

Date of Appointment: December 2012

Mr. Gegenheimer holds the position of Zain Bahrain CEO and Zain Group CEO-Operations.

Mr. Gegenheimer is a telecom veteran having over 25 years’ experience along with a track

record of impressive results, and a good portion of his time was spent in Kuwait and other

places in the region. He is a US native and prior to joining Zain Group, he spent the last decade in various senior management and leadership positions at regional operators, including

in Kuwait. He holds a Bachelors of Science degree in Finance and Management from

Northern Illinois University and an MBA from DePaul University in Chicago, US.

Mr. Mohammed Zainalabedin, General Manager

Date of Appointment: May 2008

A widely recognised name in the telecommunication sector with more than 20 years of

experience. Mr. Zainalabedin was appointed as the General Manager of Zain Bahrain in May

2008. Prior to this appointment, Mr. Zainalabedin led several functions across the operations where he was responsible for sales, marketing, customer care and Information Technology

departments. During that period, the operations grew to represent a significant market share

of 35% in a three-player market.

Prior to joining Zain Bahrain, Mr. Zainalabedin gained almost ten years of experience in the

IT field, working for companies such as International Turnkey Systems where he held the position of Core Banking Group Manager.

Mr. Zainalabedin, a Bahraini national, holds a Bachelor of Science (Hons) degree in

Computer Engineering from King Fahad University of Petroleum and Minerals, Saudi Arabia.

Ms. Latifa Salahuddin, Director, Legal, Regulatory & Compliance

Date of Appointment: May 2014

Ms. Latifa Salahuddin is responsible for providing and managing legal support, advising,

drafting and reviewing Zain Bahrain’s local and international agreements and liaising with regulatory agencies and government authorities. She is also secretary to the Board and

supervises the implementation of its decisions. She is a qualified Bahraini lawyer. Prior to

joining Zain Bahrain, she was a senior associate at Zu’bi & Partners Attorneys & Legal

Consultants since 2006. Ms. Salahuddin holds an LLB (Bachelor of Laws) from London Guildhall University and an LLM (Master of Laws) from the University of London – The

School of Oriental & African Studies (SOAS) in the United Kingdom.

Mrs. Dana Bukhammas, Director, Human Resources

Date of Appointment: July 2014

Mrs. Dana Bukhammas is responsible for learning and development, performance

management, employee relations and services, staffing and organisational development. With

more than fifteen years of experience, she earlier held various other positions in Zain Bahrain’s Human Resources department and supervisory roles in the Sales Department. Ms.

Bukhammas joined Zain Bahrain in July 2003. She holds a BSc in Business Management

from the University of Bahrain.

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Mr. Mudassar Ali, Director, Finance

Date of Appointment: February 2015

Mr. Mudassar Ali’s mandate includes day-to-day financial management, maintaining full

control over the company's revenue and disbursements, annual budgeting and forecasting,

managing core system implementations and critical decision-making processes as well as

treasury and cash flow management.

With more than 20 years under his belt, Mr. Ali held leading positions across several

industries spanning telecoms and services. During his previous role at Zain Kuwait, he played a significant role in the operational improvement, financial reporting stability and technology

utilisation. He holds a Bachelor of Commerce from University of Punjab, Pakistan, and is a

certified Oracle Financial connoisseur. He obtained an advanced development program

certification from the London Business School.

Mr. Ali Mustafa, Director, Corporate & Wholesale

Date of Appointment: June 2015

Backed by over 15 years of experience within the telecoms industry, Mr. Ali Mustafa is responsible for wholesale, corporate, government sales and VIP segments ensuring revenue

and profitability in such segments for the Company. His role also involves maintaining

oversight over enterprise products and services in addition to roaming.

Mr. Mustafa began his career as an Account Manager in one of the telecommunication

companies operating in the Kingdom, climbing the corporate ladder to clench the position of

General Manager of Wholesale & Carrier Services. Mr. Mustafa obtained his bachelor’s

degree in marketing and Management from the University of Bahrain.

Shaikh Abdulla bin Khalid Al Khalifa, Director of Corporate Communications and

Investor Relations

Date of Appointment: January 2017

Shaikh Abdulla oversees Zain Bahrain’s strategic communications activities that includes its

investor relations as well as its corporate sustainability (CS) & social responsibility (CSR) functions. He is also a successful telecoms entrepreneur having co-founded one of the

Kingdom’s most successful start-ups, Lightspeed Communications, where he oversaw the

launch of Bahrain’s first double-play Voice and Internet service in 2007. He holds an

Executive MBA from the International Institute for Management Development (IMD) in Lausanne, Switzerland and a BS in Computer Information Systems from Bentley University,

Waltham, MA, USA.

Ammar Al-Ketbi, Acting Director, Consumer Sales & Channels

Date of Appointment: August 2017

Ammar Al-Ketbi is responsible for Zain Bahrain’s consumer segment, which includes indirect sales and retail sale and it includes of telesales and branches. Mr Al-Ketbi has taken a

wide number of development and training courses and has received the Distinguished

Manager Award from Bahrain’s Ministry of Labour and Social Development.

He started his career with Zain Bahrain as a Distribution Account Manager in 2007, then

moved on to a role as Retail Area Manager. He became the manager of Indirect Sales

Channels before being appointed as Manager for Retail and Franchise Sales, a position he held until August 2017. He holds a BSc in Banking and Finance from the University of

Bahrain.

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Abdulla Yusuf Salmeen, Acting Director, Customer Care

Date of Appointment: August 2017

Mr. Salmeen is responsible for B2C Lifecycle Management and heads the Business After

Sales department for both GSM Mobility & Enterprise Solutions as well as leading

Preventative & Curative Retention activities. Further, he manages the Signature Dedicated Contact Centre, back office and retention teams, and also leads the company wide Customer

Experience Programme. In addition to his Zain Bahrain role, he leads projects across Zain

Group operations, most recently was in the Unified Complaint Experience and Voice Biometrics.

Mr. Salmeen started his career with Zain Bahrain as a Logistics and Distribution Centre Agent in 2003 and held the role until 2007. From there he held a number of other positions

before assuming his current role as Acting Director, Customer Care in August 2017.

Mr. Salmeen holds an LLB (bachelor’s in law) from the University of Bahrain, College of Law.

Salah Abdulla, Acting Director, Technology

Date of Appointment: September 2017

Mr. Salah Abdulla has over 24 years of progressive national/international work experience in

strategic planning and facilitating the implementation of critical business solutions.

Throughout his time with the company, Mr. Abdulla has been involved in several key projects

and has made substantial contributions towards the development of technological services.

Some of his most notable achievements include: leading an insource/outsource Technology

Operation Team that manages and develops Zain Bahrain’s mobile technology infrastructure;

developing a Technology Strategy and preparing the platform for the implementation of a five-year roadmap; leading a Technology Rationalisation programme; implementing a new

data centre; and enhancing business continuity by redeploying services across multiple

physical sites.

Mr. Abdulla has been appointed as Acting Technology Director of Zain Bahrain in September

2017 and is an active contributor to the development of a 10-year strategic plan for network IT management. Mr. Abdulla holds an MBA from Curtin University of Technology,

Australia, and a BSc in Computer Engineering from King Fahd University of Petroleum and

Minerals, Saudi Arabia.

Mohammed Al-Alawi, Acting Director, Consumer Marketing

Date of Appointment: October 2017

Mr. Mohammed Al-Alawi has over 15 years’ experience in the fields of product management,

product development, management, sales, marketing, IT, telecommunication and ICT. He has

extensive knowledge in designing market strategies, deployment and management of mobile

products, Broadband products, Datacom services, PABX services and cloud services. In his role, Mr Al Alawi has been responsible for developing, launching and managing mobile

services.

Mr Al Alawi started his career with Zain Bahrain in 2007 as an expert in Enterprise and

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Broadband Products & Services, before moving on to become the manager in 2010. Mr Al Alawi holds a BSc Honours degree in Management & IT from the University of Manchester,

United Kingdom.

2.10 Remuneration Policy for Management

The Company’s remuneration policy for management is designed to attract, retain, and

motivate employees of diverse skill sets and business acumen, educational background and

experience. For the year ending 2018, the annual remuneration fees of the executive management were in the form of salaries, allowances and bonuses.

2.11 Details of Stock Option and Performance Linked Incentives

(Not applicable to Zain Bahrain)

2.12 Code of Conduct

In Zain Bahrain, the Directors and the employees are expected to maintain the highest level of corporate ethics and personal behaviour. Therefore, the Company has adopted a code of

conduct which provides an ethical and legal framework for all employees in the conduct of its

business.

3. Board Committees

3.1 Name and Function of the Committees

3.1.1 Board Audit Committee (BAC)

The purpose of BAC is to assist the Company’s Board of Directors in fulfilling its overview

responsibility with respect to:

• Review the internal control, finance, accounting policies and procedures.

• The appointment of external auditors and review the financial statements.

• The appointment of the internal audit and the review of the activities and

performance of the internal audit.

• Monitor the company compliance with law, regulation and internal policies.

• Review the information technology systems controls and telecom systems controls.

• Oversee the implementation of the governance policy framework.

3.1.2 Nomination and Remuneration Committees (NRC)

The purpose of NRC is to assist the Company’s Board of Directors in fulfilling its oversight

responsibility with respect to:

• Making recommendations to the Board regarding potential candidates for Board

membership to be included by the Board of Directors on the agenda for the next

annual “General Assembly”, upon the expiry of the Board members term.

• Recommending nominees for each committee of the Board.

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• Overseeing matters related to the compensation (to be approved by the shareholders), skills and expertise requirements and orientation, and conducting of the Board, Board

Committees.

• Reviewing the remuneration framework for the Board.

• Reviewing and approving the amendments to the existing organisational structure.

• Reviewing with the new Board members, committee members and officers their roles

and duties.

3.2 Committee Members and Meetings’ Attendance

Set out below are the Committee members and the number of meetings attended. The BAC is required to meet at least four times a year while the NRC is required to meet at least twice a

year. This requirement is satisfied during the year of 2018. Below are details of Board

members’ attendance:

Director’s Name Board

Position

Committee Position Board Audit

Committee

(BAC)

Meetings

Attended

Nomination and

Remuneration

Committee

(NRC) Meetings

Shaikh Rashid Bin

AbdulRahman Al

Khalifa

Member Member – Audit

Committee

Chairman – NRC

Committee (From 6

November 2018)

Four One

Mr. Bader Nasser

Al-Kharafi

Member Chairman - Audit

Committee

Member – NRC Committee (Up to 5

February 2018)

Four One

Mr. Ali Hassan Al-

Khaja

Member Member - Audit

Committee

Member – NRC Committee

Four Two

Mr. Mohannad Mohammed Al-

Kharafi

Vice Chairman (Up

to December

2018)

Member – NRC Committee

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4. Auditors

The External Auditors of Zain Bahrain for the audit year ended 2018 is Deloitte & Touché.

Deloitte & Touche employs 244,400 professionals worldwide and enjoys a globally

connected network of member firms in more than 150 countries where it provides audit,

consulting, financial advisory, enterprise risk, and tax services. Deloitte was established in Bahrain in 1955 and is part of Deloitte & Touche (M.E.). Deloitte & Touche (M.E.) is a

member firm of Deloitte Touche Tohmatsu Limited (DTTL). Through the years the variety of

high quality of services delivered by Deloitte Bahrain has been instrumental in the setting up of a wide range of small, medium and large businesses in the kingdom.

The agreed audit fee for such year is BHD 32,000 and the non-audit service fee is BHD 800. The Board has recommended the reappointment of Deloitte & Touché for the audit year

ending 2019 for their reputable expertise. The reappointment shall be approved by the

Shareholders at the Annual General Assembly Meeting.

5. Related Party Transactions, Directors Trading of Company Shares and Key Persons

Policy

Related party transactions are carried out at arm's length and at rates approved by the Company’s management. Amounts due from/to related parties are unsecured, bear no interest

and have no fixed repayment terms. Management considers these to be current assets and

current liabilities as appropriate. Refer to the note 20 (Related Party Transactions) of the

financial statements.

Zain Bahrain Directors, Executive Management and employees have the right to trade in the

Company’s shares. However, such trade must be in compliance with the Company’s Key Persons Policy to ensure that no trade is made by making use of non-published material

information.

6. Means of Communication with Shareholders and Investors

The Board is committed to maintain an open communication channel with its shareholders

and investors in order to ensure the transparency and effectiveness of communication.

According to the CBB Module and CG Code principles, the Board has the legal responsibility to publicly disclose fair, transparent, comprehensive, and timely information to its

stakeholders. To communicate with its shareholders, Zain Bahrain uses the following means:

• The Company’s audited financial statements.

• The Company supports the principle of effective communication through the Annual

Report of the Company and the General Assembly Meetings.

• Any required notifications are made to the Bahrain Bourse for publishing on its

website.

• All material facts are available on the Company’s website.

7. Management of Principle Risks and Uncertainties

The Company holds rigorous risk management controls for day-to-day internal processes.

These are set out in the financial statements note 23.

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8. Review of the Internal Control

Through the BAC, the Board of Director maintains and reviews an effective system of

internal control that provides reasonable assurance against material misstatement or loss. The

primary objective of the Internal Audit is to assist the BAC in measuring the control

environment by providing reports, recommendations and information on activities reviewed.

The Internal Auditor reports significant issues and effectiveness of controls and any other

matters deemed appropriate to the BAC, CEO and CFO of the parent company (MTC) and

Zain Bahrain’s Executive Management.

There are clear processes for monitoring and reviewing the system of internal controls and reporting any weaknesses in the Company. BAC has the authority to conduct the internal

control audit. The scope of internal control activities is subject to the BAC review and

approval but will not otherwise be restricted. All staff and management of MTC shall make all efforts to provide necessary assistance to, and cooperate with our staff in performing their

duties effectively.

The Company has implemented a system of internal controls that provides reasonable assurance of the effectiveness and efficiency of the operations including all types of controls

such as finance and regulatory compliance.

9. Announcements of Results

As a public joint stock company, Zain Bahrain has ongoing reporting requirements and

obligations imposed by the CBB, Bahrain Bourse and MOICT.

The announcement of results in the press will include income statement, cash flow

statement, statement of comprehensive income and changes in shareholders’ equity,

Auditors Report, Auditor’s signature date and Board Approval date. The results of the annual

financial review for the year ended should be published within sixty (60) days of the related year end. Results of quarterly financial review should be published within forty-five (45) days

of the related quarter. The AGM should be held within ninety-days (90) after the year end.

10. Directors’ Responsibilities for the Preparation of Financial Statements

The BAC is formed by the Board to assist in fulfilling the Board’s responsibility in respect

to:

• The integrity of the Company’s financial statements and financial reporting process

and the Company’s systems of internal accounting and financial controls;

• The annual independent audit of the Company’s financial statements, the engagement

of the external auditors and the evaluation of the external auditor’s qualifications,

independence and performance; and

• Compliance by the Company with legal and regulatory requirements.

11. Conflict of Interest

The Directors are obliged to arrange their personal and business affairs to avoid any conflict

of interest with the Company. If any conflict of interest arises such Director is responsible to

inform the entire Board in writing.

For 2018, no conflict of interest was raised to the Board and no Director abstained from

voting.

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The Directors’ Code of Conduct Policy can be requested from Zain Bahrain’s Compliance

Officer.

12. Performance Evaluation

The NRC is assigned the responsibility of developing and recommending to the Board for its

approval an annual self-evaluation process for the Board and its committees as well as overseeing the annual self-evaluation. It also has the responsibility of assisting the Board in

determining the compliance of each Director and Officer with the “Director’s Code of

Conduct” and the “Company’s Code of Conduct” and reports any violations to the Board.

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APPENDIX1

Shaikh Ahmed Bin Ali Al Khalifa (Chairman)

Non-Executive / Non-Independent

Shaikh Ahmed Bin Ali Al Khalifa is the chairman of the Board of DHL International Bahrain

W.L.L., DHL Aviation W.L.L. and MENA Aerospace Enterprises W.L.L. He has been acting as the chairman of the Board of MENA Aerospace Enterprises W.L.L. since its establishment

in year 2004. Shaikh Ahmed Bin Ali Al Khalifa is also the Chairman of Muharraq Club

since1989 and prior to that he was the Vice Chairman of the club from 1978 to 1988.

Shaikh Rashid Bin Abdulrahman Al Khalifa

Non-Executive / Independent

Shaikh Rashid Bin Abdulrahman Al Khalifa is the Managing Director of Mi’mar Architecture & Engineering since 1992. Prior to that, he worked with the Bahrain Defense Force, holding

the position of Director of Military Works from 1982 to 1991 and Head of Engineering

Department from 1978 to 1980. Shaikh Rashid holds a BSc in Architectural Engineering from

the University of Cairo, Egypt, a Master’s degree in City Planning from Howard University, USA, and a certificate of Advanced Management program from Harvard University, USA.

He is a registered member of the Council for Regulating the Practice of Engineering

Professions (CRPEP - Bahrain), the American Institute of Architects and the American Planning Association.

Mr. Bader Nasser Al-Kharafi

Executive/ Non-Independent

Bader Nasser Al-Kharafi is Vice-Chairman and Group CEO of the parent company MTC. Mr. Al-Kharafi holds office as Chairman, VP, MD and Board member in several businesses that

form part of the Kharafi conglomerate, one of the largest privately owned, diversified groups

based in Kuwait and operating across the GCC and MENA with more than 135 registered

companies operating in more than 28 countries in various sectors.

Mr. Al-Kharafi is also the Chairman and Managing Director of Kuwait based Gulf Cables &

Electrical Industries KSC; General Manager of Al-Khair National for Stocks and Real Estate

Co; and a Board member of Refreshment Trading Company (Coca-Cola). Additionally, he is a Board member of Gulf Bank, Kuwait, one of the country’s largest financial institutions, as

well as a Board member of Foulath Holding B.S.C. (Bahrain Steel BSCC).

Mr. Al-Kharafi attained an Executive MBA from London Business School and holds a

Bachelor’s degree in Mechanical Engineering from Kuwait University.

Mr. Ahmed Tahous Al-Tahous

Non-Executive/ Non-Independent

Mr. Al-Tahous was appointed Chairman of the Board of Directors of Zain Group on 28 March 2018, after previously appointed as a member of the Board on March 12, 2017 as

representative of the Kuwait Investment Authority (“KIA”).

Mr. Al-Tahous has over 34 years of experience in the banking and investment sectors. He

began his career by joining the US Treasury Department in 1983 and moved to Morgan

Stanley Asset Management in New York, where he was the portfolio manager of KIA.

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Mr. Al-Tahous is the executive director of the Marketable Securities Sector at KIA, Kuwait, the world's oldest sovereign wealth fund, which he joined in 2006. He is the Chairman of the

Board of Directors at Touristic Enterprises Company, a leading tourism development

company in Kuwait. He has also been a member of the Board of Directors of the Industrial

Bank of Kuwait since 2011.

He has served as a Board member of the Egyptian Kuwaiti Development and Investment

Company, a company specialising in the management of real estate, tourism and housing

projects. He has also served as a Board member of Jordan National Bank, as well as Housing

Bank for Trade and Finance (Jordan).

Mr. Saud Ahmed Al-Nahari


Mr. Saud Al-Nahari officially appointed as a member of Zain Bahrain Board of Directors on

18 December 2018. Mr. Al-Nahari is a board member of Zain Group (MTC). He also holds

the position of Chief Executive Officer of Port Services Corporation SAOG. He holds a Post-graduate Diploma in Port Management. He is a Deputy Chairman in Oman United Insurance

Co. SAOG and board member in Oman Al Arabi Fund. He has extensive management

experience and is familiar with corporate governance systems and a Board member licensed

by the Capital Market Authority in Oman.

Yousef Khaled Al-Abdulrazzaq


Mr. Yousef Al-Abdulrazzaq appointed in Zain Bahrain Board of Directors on 27 November

2018. Mr. Yousef is a Board member in Zain Group as a representative of Kuwait Investment Authority. Joining the KIA in 2006, he is currently an investment manager within the General

Reserve Sector under the local equities department.

Mr. Al-Abdulrazzaq holds office as Board Member and other key roles in several Kuwaiti

entities. Since 2012, he is a member of the Board of Directors at Touristic Enterprises

Company where he also serves as Member of the Executive Committee and Chairman of the Audit Committee. Established in 1996, Touristic Enterprises Company is a pioneer in

Kuwait’s entertainment and recreation business, through its various well-established facilities.

Since 2015, he also served as a member of the Board of Directors and Chairman of the Audit

Committee and Chairman of the Human Resources Committee at the Public Utilities Management Company, Kuwait, a fully owned subsidiary of the KIA. The Company was

founded in 1982, to diversify internal investment, development and income in Kuwait through

the exploitation of lands and state assets. In 2010, he was involved in the Kuwait Airways privatization project. Over the years, Mr. Al-

Abdulrazzaq has attended numerous accredited training courses and conferences and attended

an intensive on job training with Daiwa SB Investments – London. Mr. Al-Abdulrazzaq holds a bachelor’s degree in business administration with a major in

Finance from Kuwait University.

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Mr. Ali Hassan Al-Khaja

Non-Executive / Independent

Mr. Ali Hasan Al-Khaja is backed by a wealth of experience across various sectors, Mr. Al-

Khaja was the driving force behind the launch of the world’s first Customer Service

Transparency Standard, an international qualification standard for the services sector. Mr. Al-

Khaja is a technology entrepreneur and a holder of several patents in the areas of e-commerce and m-commerce across the USA and the EU. He is also a passionate innovator; developing a

mobile transactional patent and innovative cloud services with an aim of further developing

the customer care industry across the Middle East. Mr. Al-Khaja started his career in the hospitality industry before progressing to the telecommunications sector. He received his

Diploma in Hospitality.

Mr. Martial Caratti


From November 2018 to December 2018

Mr. Caratti has joined Zain Bahrain Board of Directors in the period from 27 November 2018

to 18 December 2018. Mr. Caratti has over 30 years of experience in the telecommunications industry in the Middle East and Europe. He began his career in 1986 at NCR France, an

Omni-channel technology solution.

provider. He continued his career in communications in France, where he served as Chief Financial Officer at a subsidiary of France Telecom from1992 to 1996. In 1996, he became

France Telecom Group’s Controller of customer branches and Financial Director at Itineris,

part of the France Telecom / Orange Group. Between 2000-2006, he served as Vice President

of Finance - Content Division at Orange Group France, along with the role of Orange International Finance Vice-President in London. In 2007 he joined KAZ Europe as CFO of

EMEA region. Thereafter between 2008 and 2015 Mr Caratti served as CFO for a Tunisian

telecom operator. He holds a Bachelor's degree in Finance and Accounting from ESLSCA

University in Paris.

Mr. Mohannad Mohammad Al-Kharafi


Vice Chairman up to November 2018

Mr. Mohannad Al-Kharafi was the Vice Chairman of Zain Bahrain until 27 November 2018.

He holds the position of Vice-Chairman of Mohammed Abdul Mohsen Al-Kharafi & Sons

Group, a company that has a strong footprint in finance, investment and business operations in more than 135 registered companies operating in 28 countries. He has a distinguished track

record in the business and finance sector in Kuwait and the Arab region.

In addition, Mr. Al-Kharafi is Vice-Chairman of the National Investments Company, one of

the largest investment asset management companies in Kuwait. He is also a member of the Board of Directors of Kuwait Food Company (Americana), one of the largest food companies

in the Arab region. He was formerly a member of the Board of Directors of Al-Ali Fuel

Company. Mr. Al-Kharafi has extensive experience in the real estate sector, holding the position of General Manager of Al-Dorar Al-Arba’a Trading and Real Estate Company. Mr.

Al-Kharafi holds a Bachelor's Degree in Business, Economics and Political Science from

Kuwait University (1991).

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Mr. Talal Jassem Al-Kharafi

Non-Executive/ Non- Independent

Up to November 2018

Mr. Al-Kharafi has extensive experience in the investment and industrial sectors, acquired

through his work in many institutions over the last 17 years. He is the Chairman of the Gulf North Africa Holding Company and Vice-Chairman of Heavy Engineering Industries &

Shipbuilding Co. He is Vice-Chairman of Kuwait Science Club, and a member of the Board

of Directors of Asiya Capital Investment Company. Mr. Al-Kharafi has been a member of the

Board of Directors of the Kuwait Chamber of Commerce and Industry since 2008.

Mr. Al-Kharafi has a proven track record in banking, being a member of the Board of

Directors of the Industrial Bank of Kuwait for the past eight years.

He was a member of the Board of Directors of Kuwait Pipe Industries and Oil Services Company. He also served as a member of the Board of Directors of the Gulf Employment

Company and the United Marketing & Organizing Exhibitions Company (UNIEXPO).

He holds a Bachelor's degree in Political Science with a minor in Marketing from Kuwait

University.

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